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There's a full moon above as Team Rocket crams themselves into a phone booth fighting for space. As they shove each other Giovanni suddenly appears on the videophone asking them why they have called. They say that they are calling from Hoenn and Giovanni wonders if they have made any progress. Meowth tries to say that it takes time to make an elite team in a new continent but Giovanni interjects, saying any other trio could have done it by now. Team Rocket becomes embarrassed exclaiming that they will try harder. Giovanni then says he wants it done fast or he'll replace them but Team Rocket begs him to give them another chance. He decides to allow it and the call ends when Persian enters the screen poking fun at them.

Meowth becomes enraged and begins to bite the screen as Jessie and James talk. They now have a new sense of motivation seeing as how they may get replaced so they decide to try harder. The three cheer at the thought when Wobbuffet suddenly pops out cramping them inside the phone booth. They all begin to struggle and soon the walls of the booth fall apart.

Meanwhile, Ash and co are taking time at a large stream to freshen up as Brock prepares lunch. The group sits down and digs into some bread rolls as their Pokemon eat the food prepared for them. The bushes nearby begin to rumble and everyone looks up. Nothing seems to be there, but Skitty rushes into the foliage to investigate. May runs to stop it only to find Skitty bursting from the bushes and into her arms frightened by something.

Torkoal, Pikachu, and May's friends all rush to see what's going on. They stare into the bushes to see a Spoink leap out looking for something. It is missing the purple pearl that usually resides on its head. Ash scans it with the dex and Mac immediately notices the missing headpiece. The group all begins to wonder where it went and Ash scans Spoink again to see that the pearl is the source of Spoink's strong psychic power.

Torkoal begins to cry when it hears this and May makes it worse by talking. Ash then decides that they will help Spoink look for its lost object and it happily accepts. The group follows the bouncing piglet through the forest and it leads them to a tree by the edge of a cliff. The Pokemon then proceeds to act out the time that it last saw the pearl. Max narrates as the Pokemon sleeps on the tree, leans over and points down the cliff obviously saying that the pearl rolled down it and away when it turned over.

The group goes down the cliff and Ash suggests that they start looking here and Spoink agrees. Brock calls out Mudkip to aid in the search. Max, Torkoal, and Spoink go one way searching for the object. They soon notice a pink ball barely visible in the foliage and Spoink jumps for joy. It uses psychic to lift the object and place it on its head. Ash and co approach wondering if the Pokemon really found it but they soon notice that this "gem" doesn't seem right.

Spoink turns around happily and the group sees that the gem is actually a very confused Igglybuff. A girl approaches to reclaim her Igglybuff, but Spoink hops away thinking it’s the gem. Brock cuts it off and says that Spoink has the wrong object. Max then pulls the Igglybuff off and gives it back to the trainer.

The company presses on with Spoink looking more and more miserable. They suddenly notice a Voltorb in the middle of the road and Spoink psychically places this round Pokemon on its head as well. A boy rushes to see where his Pokemon went and Ash and co grab onto it telling Spoink this isn't its gem. Suddenly, the Voltorb lets out a thunderbolt frying them all.

The group presses on once again and this time they come upon an Electrode. What happens? The same thing as before! Spoink puts the confused Pokemon on its head; Ash and try to stop it, and they get blown away by a self-destruct. The group then sits down exhausted from the many mishaps when they suddenly notice the actual gem lying nearby in the grass. Brock picks it up and Spoink psychically places the gem on its head.

Spoink seems happy and everyone congratulates it. The Pokemon then waves and begins to bounce away as Torkoal cries for their parting. May and Max try to console it but Torkoal only cries harder. Ash and co approach to say their goodbyes to the bouncing Pokemon when the ground suddenly gives way beneath them. Team Rocket pops out of the bushes laughing at Ash and co's misfortune.

The team says their motto and Max demands that they be released. Team Rocket refuses and informs the company that they are now looking upon a new Team Rocket. Meowth adds in that they are more tactical now and Jessie shows this by cutting a nearby rope. A rock tied to the rope falls from the tree causing a net to wrap around Ash and co. The rock goes down hitting the ground and raising the net into the air. Team Rocket gloats at how smart they are while Ash calls out Corphish. The Pokemon snips the net open letting everyone free.

As the group falls, Spoink's gem flies from its head and lands in Meowth's hands. Ash thanks his Pokemon while Team Rocket becomes pissed. Jessie releases Seviper and James calls out Cacnea who gives him a nice hugging. Corphish uses bubble beam, but Seviper goes in for a wrap. Corphish dodged and Cacnea launches a pin missile. Corphish takes the hit by hardening and then knocks the two Pokemon into their trainers with crab hammer. Team Rocket is then sent blasting off with the gem by a bubble beam/water gun combo from Corphish and Mudkip.

Ash and co celebrate their win when Max notices Spoink sulking by a tree. He wonders what is wrong and it turns. He is shocked to find the gem missing again and Ash realizes it must be with Team Rocket. Meanwhile, Team Rocket falls through a pine tree and lands on the ground below. Meowth drops the pearl and Jessie picks it up amazed with its beauty. She asks where Meowth found it and he says the stupid pig thing dropped it. James searches some Pokemon cards and explains that it is the gem of a Spoink; the source of the Pokemon's power.

Jessie begins to explain how gorgeous it is and has daydreams of wearing it to look even more striking. James sighs and Meowth suggests that they give it to the boss as a present since it is probably worth a lot. Jessie and James wonder what the boss could do with it and Meowth suggests that he puts it on a ring. James says that wouldn't work because it would be too heavy for his finger so Meowth suggests he make a crown out of it. The three begin to have delusions of granger that the boss will bestow upon them when they are interrupted by Ash and co.

May demands that they return the gem, but Team Rocket just taunts them and runs away recalling their Pokemon as they go. Ash and co give chase as Team Rocket rushes into the crowd of a Pokemon festival outside of the forest. A bunch of performers are inside putting on shows for the crowd. A man balances on a board suspended on a barrel as another does a stilt act.

Spoink notices a juggling man and springs over to him. The man becomes confused as one of his balls floats away and onto Spoink's head. Ash and co crowd around scolding the Pokemon and Max takes the ball off. A psychic peers into her crystal ball inside a tent when she is suddenly freaked out by the ball floating away. Spoink places this on its head and Brock pulls it off. May tells Spoink that they will find the object and it can just watch. It doesn't seem too thrilled with this idea however.

Team Rocket walk through the crowd watching as a man breaks out of a rope tied around his arms. Jessie is excited that they have finally escaped from the twerps. Suddenly, a strange looking Feebas flies through the air and lands in James hands. The Magikarp salesman calls to James trying to make him buy it. James recognizes the man and screams; stampeding towards him and demanding payment for swindling him from before.

James then shoves the Pokemon back at the man and folds him arms; saying he won't swindle him again. Jessie then approaches wondering what kind of Pokemon it is. The salesman says it’s a Feebas and Jessie recalls the one that tortured her hair at the lake a few weeks ago. She tells him to shove off but he informs her that a Feebas will evolve into the most beautiful Pokemon if given the chance. Jessie doesn't believe him and he pulls out a portable television telling her to watch.

The TV explains that Feebas is said to be a very ugly Pokemon with withered fins. Jessie wonders why this would make her want it and the salesman says to keep listening. The TV then explains that with enough Pokeblocks, the Pokemon will evolve into Milotic, the most beautiful Pokemon ever. Jessie falls in love with it but Meowth and James aren't buying it.

As Jessie giddily flies around in the background with hearts in her eyes, the salesman begs James to reconsider. He puts on an emotional story of how he has a wife and five kids to feed who are all hoping their father will sell. He pleads; saying he has changed his ways. Jessie steps up asking how much it is and the salesman says he will trade it for the pearl she's holding. James and Meowth tell her that it's for the boss, but Jessie says he wouldn't mind giving it up for a beauty to have a beautiful Pokemon. She accepts the trade and the salesman gives her the strange Feebas for the pearl.

Meowth still isn't sure but Jessie is convinced more when the salesman compliments her. The three then go to a nearby lake and Jessie lets her Feebas swim for a bit. Meowth suggests that when it evolves they give it to the boss. The group then notices a tan color floating away from the Pokemon and they begin to think it will evolve. The Feebas's tail suddenly turns orange and the three appear shocked. Suddenly, the Feebas colors come completely off and Team Rocket realizes that it was actually a Magikarp painted to look like a Feebas with its whiskers taped to its sides.

Jessie freaks out and begins to throw a tantrum as James fishes the Magikarp from the lake. It flops around and he sighs knowing the salesman swindled them again. Jessie begins to breathe fire enraged from this discovery. She stamps around insane with anger blowing fire everywhere when suddenly Ash and co approach. They demand the pearl back but Jessie says that they don't have it anymore. Meowth quickly lets out what happened and Ash and co begin to poke fun at how dumb the rockets are. Max and Meowth argue for a bit before Team Rocket rushes off to find the Magikarp salesman. Ash and co know they have to find him first and rush off as well.

Team Rocket angrily marches through the festival looking for the swindler, but Ash and co come upon him first. He has another false Feebas and is trying to sell it to some young children. Ash tells Brock to do his thing and he nods. Brock goes behind a tree and has Mudkip water gun the Feebas impersonator, taking the paint off and revealing it as a Magikarp. Ash and the others keep the man busy while this happens, but he soon discovers his scam has been revealed.

The salesman quickly packs up and tries to rush off, but Brock stops his escape. Ash and the others trap him from the other side and they demand he give back the pearl. He plays dumb with them but Brock says they know he traded one of his false Feebases for it. Suddenly, a Rocket smoke bomb falls down filling the area with haze. Team Rocket appears from the smoke and tells the man to trade them back. James tosses the Magikarp back at him, but Spoink psychically places it on its head. Everyone sighs but then freak out as Spoink passes out from being without its pearl for too long.

Ash grabs the salesman's pack and wrestles with him for the pearl. The pack rips open and the pearl flies into Meowth's paws. Jessie and James are happy, but Ash demands it be returned. Jessie refuses and sends out Dustox while Ash calls out his smoking Torkoal. Dustox uses poison sting but Torkoal retreats into its shell. Torkoal then exits and strikes Dustox with a flamethrower.

James joins the fight by releasing Cacnea who comes out hugging. It then tries to needle arm Torkoal, but the Pokemon withdraws again and Cacnea bounces off. Torkoal then body slams it to the ground but is soon hit away by Dustox's psybeam. Brock has Mudkip use water gun knocking Dustox away.

The salesman takes this time to slowly get away. Cacnea tries to needle arm Torkoal, but it dodges and uses overheat blowing the Pokemon into Meowth and knocking the pearl from his hands. Max reclaims it and places it on the passed out Spoink's head. The Pokemon regains consciousness and hops up and down happily. It then turns to Team Rocket and launches a confuse ray from the pearl, immobilizing their Pokemon. Finally, it lifts them with psychic and spins, sending them blasting off again.

Everyone cheers but Max notices the Magikarp salesman is gone. They look around but then shrug; saying that they got the pearl back and that's all that matters. That evening, the group says their goodbyes to Spoink before it bounces happily into the forest. After, the group turns and begins their trek down the road towards Fortree City.